exv4w2







EXHIBIT 4.2




 





FORM OF

AMENDED AND RESTATED




TRUST AGREEMENT




between




CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

as Depositor,




and




[______________],

as Owner Trustee




Dated as of _____, 20___




      




 









 






Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Capitalized Terms
	 	 	1	 
	SECTION 1.02.

	 	Other Definitional Provisions
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 	 	 
	Organization
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Name
	 	 	4	 
	SECTION 2.02.

	 	Office
	 	 	4	 
	SECTION 2.03.

	 	Purposes and Powers
	 	 	4	 
	SECTION 2.04.

	 	Appointment of Owner Trustee
	 	 	5	 
	SECTION 2.05.

	 	Initial Capital Contribution of Owner Trust Estate
	 	 	5	 
	SECTION 2.06.

	 	Declaration of Trust
	 	 	5	 
	SECTION 2.07.

	 	Liability of Owners
	 	 	5	 
	SECTION 2.08.

	 	Title to Trust Property
	 	 	5	 
	SECTION 2.09.

	 	Situs of Trust
	 	 	6	 
	SECTION 2.10.

	 	Representations and Warranties of Depositor
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 	 	 
	Certificates and Transfer of Interests
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Initial Ownership
	 	 	7	 
	SECTION 3.02.

	 	The Certificates
	 	 	7	 
	SECTION 3.03.

	 	Authentication of Certificates
	 	 	7	 
	SECTION 3.04.

	 	Registration of Transfer and Exchange of the Certificates; Limitations on Transfer
	 	 	7	 
	SECTION 3.05.

	 	Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	10	 
	SECTION 3.06.

	 	Persons Deemed Owners
	 	 	10	 
	SECTION 3.07.

	 	Access to List of Certificateholders’ Names and Addresses
	 	 	10	 
	SECTION 3.08.

	 	Maintenance of Office or Agency
	 	 	10	 
	SECTION 3.09.

	 	Definitive Certificates
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 	 	 
	Actions by Owner Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Prior Notice to Owners with Respect to Certain Matters
	 	 	11	 
	SECTION 4.02.

	 	Action by Owners with Respect to Certain Matters
	 	 	12	 
	SECTION 4.03.

	 	Action by Owners with Respect to Bankruptcy
	 	 	12	 
	SECTION 4.04.

	 	Restrictions on Owners’ Power
	 	 	12	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 	 	 
	Application of Trust Funds; Certain Duties
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Establishment of Deposit Account
	 	 	12	 
	SECTION 5.02.

	 	Application of Trust Funds
	 	 	12	 
	SECTION 5.03.

	 	Accounting and Reports to Owners, Internal Revenue Service and Others
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 	 	 
	Authority and Duties of Owner Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	General Authority
	 	 	13	 
	SECTION 6.02.

	 	General Duties
	 	 	13	 
	SECTION 6.03.

	 	Action upon Instruction
	 	 	13	 
	SECTION 6.04.

	 	No Duties Except as Specified in this Agreement or in Instructions	 	 	15	 
	SECTION 6.05.

	 	No Action Except Under Specified Documents or Instructions
	 	 	15	 
	SECTION 6.06.

	 	Restrictions
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 	 	 
	Concerning Owner Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Acceptance of Trusts and Duties
	 	 	15	 
	SECTION 7.02.

	 	Furnishing of Documents
	 	 	17	 
	SECTION 7.03.

	 	Representations and Warranties
	 	 	17	 
	SECTION 7.04.

	 	Reliance; Advice of Counsel
	 	 	17	 
	SECTION 7.05.

	 	Not Acting in Individual Capacity
	 	 	18	 
	SECTION 7.06.

	 	Owner Trustee Not Liable for Certificates or Receivables
	 	 	18	 
	SECTION 7.07.

	 	Owner Trustee May Own Certificates and Notes
	 	 	18	 
	SECTION 7.08.

	 	Sales Finance Licenses
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 	 	 
	Compensation of Owner Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	Owner Trustee’s Fees and Expenses
	 	 	18	 
	SECTION 8.02.

	 	Indemnification
	 	 	19	 
	SECTION 8.03.

	 	Payments to Owner Trustee
	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 	 	 
	Termination of Trust Agreement
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Termination of Trust Agreement 	 	 	19	 






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	 	 	 	 	Page
	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 	 	 
	Successor Owner Trustees and Additional Owner Trustees
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	Eligibility Requirements for Owner Trustee
	 	 	20	 
	SECTION 10.02.

	 	Resignation or Removal of Owner Trustee
	 	 	21	 
	SECTION 10.03.

	 	Successor Owner Trustee
	 	 	21	 
	SECTION 10.04.

	 	Merger or Consolidation of Owner Trustee
	 	 	22	 
	SECTION 10.05.

	 	Appointment of Co-Trustee or Separate Trustee
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	Supplements and Amendments
	 	 	23	 
	SECTION 11.02.

	 	No Legal Title to Owner Trust Estate in Owners
	 	 	24	 
	SECTION 11.03.

	 	Limitations on Rights of Others
	 	 	25	 
	SECTION 11.04.

	 	Notices
	 	 	25	 
	SECTION 11.05.

	 	Severability
	 	 	25	 
	SECTION 11.06.

	 	Separate Counterparts
	 	 	25	 
	SECTION 11.07.

	 	Successors and Assigns
	 	 	25	 
	SECTION 11.08.

	 	No Petition
	 	 	25	 
	SECTION 11.09.

	 	No Recourse
	 	 	26	 
	SECTION 11.10.

	 	Headings
	 	 	26	 
	SECTION 11.11.

	 	GOVERNING LAW
	 	 	26	 
	SECTION 11.12.

	 	Certificate Transfer Restrictions
	 	 	26	 
	SECTION 11.13.

	 	Depositor Payment Obligation
	 	 	26	 






iii









 







EXHIBITS




	 	 	 	 	 
	EXHIBIT A

	 	Form of Certificate
	 	A-1
	EXHIBIT B

	 	Certificate of Trust of Chrysler Financial Auto
Securitization Trust 20___-___
	 	B-1
	EXHIBIT C

	 	Form of Transferor Certificate
	 	C-1
	EXHIBIT D

	 	Form of Investment Letter
	 	D-1
	EXHIBIT E

	 	Form of Rule 144A Letter
	 	E-1







iv











 






     AMENDED AND RESTATED TRUST AGREEMENT dated as of                     , 20___, between CHRYSLER FINANCIAL
SERVICES AMERICAS LLC, a Michigan limited liability company, as depositor (the “Depositor”), and
[                                        ], as owner trustee.



     WHEREAS, the Depositor and the Owner Trustee entered into a Trust Agreement dated
                    ,
20___ (the “Trust Agreement”);



     WHEREAS, the Trust Agreement is being amended and restated as of                     , 20___;



     WHEREAS, the Depositor and Chrysler Residual Holdco LLC (the “Company”) have entered into a
Purchase Agreement dated as of
                    , 20___ (the “Purchase Agreement”), pursuant to which the
Depositor will assign to the Company any and all of the Depositor’s rights and interests with
respect to the Trust represented by the Certificates; and



     WHEREAS, in connection therewith, the Depositor is willing to assume certain obligations
pursuant hereto;



     NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as follows:



ARTICLE I




Definitions




     SECTION 1.01. Capitalized Terms. For all purposes of this Agreement, the following
terms shall have the meanings set forth below:



     “Administration Agreement” shall mean the Administration Agreement dated as of
                    , 20___, among the Trust, the Indenture Trustee and CFSA, as Administrator.



     “Agreement” shall mean this Amended and Restated Trust Agreement, as the same may be
amended and supplemented from time to time.



     “Basic Documents” shall mean this Agreement, the Purchase Agreement, the Sale and
Servicing Agreement, the Indenture, the Administration Agreement, the Note Depository Agreement and
the other documents and certificates delivered in connection therewith.



     “Benefit Plan” shall have the meaning assigned to such term in Section 11.12.



     “Certificate” shall mean a certificate evidencing the beneficial interest of an Owner
in the Trust, substantially in the form attached hereto as Exhibit A.



     “Certificate of Trust” shall mean the Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute, as originally filed with the Secretary
of State of Delaware on                     , 20___, as the same may be amended from time to time.



 









 






     “Certificate Register” and “Certificate Registrar” shall mean the register
mentioned in and the registrar appointed pursuant to Section 3.04(a).



     “Certificateholder” or “Owner” shall mean a Person in whose name a Certificate
is registered.



     “Code” shall mean the Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder.



     “Company” shall mean Chrysler Residual Holdco LLC, a Delaware limited liability
company, and any successor in interest.



     “Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at [                                        ], Attention:
[                                        ] with a copy to [                               
         ], Attention: [                                        ],
or at such other address as the Owner Trustee may designate by notice to the Owners and the
Depositor, or the principal corporate trust office of any successor Owner Trustee at the address
designated by such successor Owner Trustee by notice to the Owners and the Depositor.



     “CFSA” shall mean Chrysler Financial Services Americas LLC, a Michigan limited
liability company, and any successor in interest.



     “Depositor” shall mean CFSA in its capacity as depositor hereunder.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Expenses” shall have the meaning assigned to such term in Section 8.02.



     “Indemnified Parties” shall have the meaning assigned to such term in Section 8.02.



     “Indenture”
shall mean the Indenture dated as of                     , 20___ between the Trust
and [                                        ], as Indenture Trustee.



     “Note
Depository Agreement” shall mean the agreement dated                     , 20___ between
the Trust and The Depository Trust Company, as the initial Clearing Agency, relating to the Class
A-1 Notes and the Class A-2 Notes, as the same may be amended and supplemented from time to time.



     “Opinion of Counsel” shall mean one or more written opinions of counsel, who may be an
employee of or counsel to CFSA, the Company or the Servicer, which counsel shall be acceptable to
the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable.



     “Owner Trust Estate” shall mean all right, title and interest of the Trust in and to
the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing
Agreement, all funds on deposit from time to time in the Deposit Account and all other property



2









 







of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to
the Sale and Servicing Agreement and the Administration Agreement.



     “Owner Trustee” shall mean [                                        ], not in its individual capacity
but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.



     “Percentage Interest” means (a) with respect to the Certificates, the percentage
interest in the Trust represented by a particular Certificate, and (b) with respect to the Class B
Notes, the percentage of the Class B Stated Principal Amount represented by a particular Class B
Note.



     “Record Date” shall mean, with respect to any Payment Date, the 15th day of the month
preceding such Payment Date.



     “Residual Transfer” shall have the meaning assigned to such term in Section 3.04(b).



     “Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of
                    , 20___, among the Trust, as issuer, CFSA, as seller and servicer, and
[                                        ], as backup servicer, as the same may be amended or supplemented from time
to time.



     “Secretary of State” shall mean the Secretary of State of the State of Delaware.



     “Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code § 3801 et seq., as the same may be amended from time to time.



     “Treasury Regulations” shall mean regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific provisions of proposed or
temporary regulations shall include analogous provisions of final Treasury Regulations or other
successor Treasury Regulations.



     “Trust” shall mean the trust continued pursuant to this Agreement.



     SECTION 1.02. Other Definitional Provisions.



     (a) Capitalized terms used and not otherwise defined herein have the meanings assigned to them
in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.



     (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



     (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.



3









 





     (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Section and Exhibit references contained in this Agreement are references to Sections
and Exhibits in or to this Agreement unless otherwise specified; and the term “including” and its
variations shall be deemed to be followed by “without limitation”.



     (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.



     (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.



ARTICLE II




Organization




     SECTION 2.01. Name. The Trust continued hereby shall be known as “Chrysler Financial
Auto Securitization Trust 20___-___,” in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.



     SECTION 2.02. Office. The office of the Trust shall be in care of the Owner Trustee
at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may
designate by written notice to the Owners, the Depositor and the Company.



     SECTION 2.03. Purposes and Powers. The purpose of the Trust is to engage in the
following activities:




     (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this
Agreement and to sell the Notes and the Certificates;




     (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to fund
the Reserve Account, to pay the organizational, start-up and transactional expenses of the
Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;




     (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
to the Indenture;




     (iv) to enter into and perform its obligations under the Basic Documents to which it is
to be a party; and




     (v) to engage in those activities, including entering into agreements, that are
necessary or suitable to accomplish the foregoing or are incidental thereto or connected
therewith.



4









 




The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage
in any activity other than in connection with the foregoing or other than as required or authorized
by the terms of this Agreement or the Basic Documents.




     SECTION 2.04. Appointment of Owner Trustee. The Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and
duties set forth herein.



     SECTION 2.05. Initial Capital Contribution of Owner Trust Estate. the Depositor has
previously sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of the date
of the Original Trust Agreement, the sum of $1. The Owner Trustee hereby acknowledges receipt in
trust from the Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Owner Trust Estate and shall be deposited in the Deposit Account. The
Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by
the Owner Trustee.



     SECTION 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will
hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the
use and benefit of the Owners, subject to the obligations of the Trust under the Basic Documents.
It is the intention of the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Statute and that this Agreement constitute the governing instrument of such
statutory trust. It is the intention of the parties hereto that, solely for income and franchise
tax purposes, (i) so long as there is a sole Owner, the Trust shall be treated as a security
arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust,
the owner of the Receivables being the sole Owner and the Senior Notes being non-recourse debt of
the sole Owner and (ii) if there is more than one Owner, the Trust shall be treated as a
partnership for income and franchise tax purposes, with the assets of the partnership being the
Receivables and other assets held by the Trust, the partners of the partnership being the Owners
(including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its
capacity as recipient of distributions from the Reserve Account) and the Senior Notes being debt of
the partnership. The parties agree that, unless otherwise required by appropriate tax authorities,
the Trust will file or cause to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Trust as provided in the preceding sentence for such
tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the
purposes of the Trust.



     SECTION 2.07. Liability of Owners. The Owners shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the general corporation law of the
State of Delaware.



     SECTION 2.08. Title to Trust Property. Legal title to all the Owner Trust Estate
shall be vested at all times in the Trust as a separate legal entity except where applicable law in
any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.



5









 





     SECTION 2.09. Situs of Trust. The Trust will be located in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the
State of Delaware or the State of New York. The Trust shall not have any employees in any state
other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or outside of the State of Delaware. Payments will be
received by the Trust only in Delaware or New York, and payments will be made by the Trust only
from Delaware or New York. The only office of the Trust will be at the Corporate Trust Office in
Delaware.



     SECTION 2.10. Representations and Warranties of Depositor. The Depositor hereby
represents and warrants to the Owner Trustee that:




     (i) The Depositor is duly organized and validly existing as a limited liability company
in good standing under the laws of the State of Michigan, with power and authority to own
its properties and to conduct its business as such properties are currently owned and such
business is presently conducted.




     (ii) The Depositor is duly qualified to do business as a foreign limited liability
company in good standing and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of its property or the conduct of its business
shall require such qualifications.




     (iii) The Depositor has the power and authority to execute and deliver this Agreement
and to carry out its terms; the Depositor has full power and authority to sell and assign
the property to be sold and assigned to and deposited with the Trust and the Depositor has
duly authorized such sale and assignment and deposit to the Trust by all necessary corporate
action; and the execution, delivery and performance of this Agreement have been duly
authorized by the Depositor by all necessary action of a limited liability company.




     (iv) The consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time) a default
under, the articles of organization or operating agreement of the Depositor, or any
indenture, agreement or other instrument to which the Depositor is a party or by which it is
bound; nor result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than
pursuant to the Basic Documents); nor violate any law or, to the best of the
Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any
court or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its properties.




     (v) To the Depositor’s best knowledge, there are no proceedings or investigations
pending or threatened before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its properties: (A)
asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement or (C) seeking any determination or
ruling that might materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement.



6









 






     (vi) The representations and warranties of the Company and the Depositor in Sections
3.01 and 3.02 of the Purchase Agreement are true and correct.



ARTICLE III




Certificates and Transfer of Interests




     SECTION 3.01. Initial Ownership. Upon the formation of the Trust by the contribution
by the Depositor as described in Section 2.05 and until the issuance of the Certificates, the
Depositor shall be the sole beneficiary of the Trust.



     SECTION 3.02. The Certificates. The Certificates shall be issued in minimum
denominations of a one percent Percentage Interest in the Trust. The Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the
Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at
the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates.



     A transferee of a Certificate shall become a Certificateholder and shall be entitled to the
rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s
acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04.



     SECTION 3.03. Authentication of Certificates. On the Closing Date, the Owner Trustee
shall cause the Certificates in an aggregate Percentage Interest equal to 100% to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president, any vice president, secretary or any assistant
treasurer, without further corporate action by the Depositor, in the authorized denominations. No
Certificate shall entitle its Owner to any benefit under this Agreement or be valid for any purpose
unless there shall appear on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit A, executed
by the Owner Trustee or the Indenture Trustee, as the Trust’s authenticating agent, by manual
signature; such authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of
their authentication.



     SECTION 3.04. Registration of Transfer and Exchange of the Certificates; Limitations on
Transfer. (a) The Trust shall cause to be kept a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Trust shall provide for the registration of
Certificates and the registration of transfers of Certificates. The Trust hereby appoints the
Indenture Trustee to be the initial “Certificate Registrar” for the purpose of the registration of
the Certificates and of transfers and exchanges of Certificates as herein provided. Upon any
resignation of any Certificate Registrar, the Trust shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Certificate Registrar.



     (b) The Certificates have not been and will not be registered under the Securities Act and
will not be listed on any exchange. No transfer of a Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the Securities Act and any



7









 







applicable state securities laws or is exempt from the registration requirements under the
Securities Act and such state securities laws. Except in the case of a transfer made on the
Closing Date to the Company (the “Residual Transfer”), in the event that a transfer is to
be made in reliance upon an exemption from the Securities Act and state securities laws, in order
to assure compliance with the Securities Act and such laws, the Owner desiring to effect such
transfer and such Owner’s prospective transferee shall each certify to the Owner Trustee and the
Certificate Registrar in writing the facts surrounding the transfer in substantially the forms set
forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or
Exhibit E (the “Rule 144A Letter”). Except in the case of (i) a Residual Transfer or (ii) a
transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be
delivered to the Owner Trustee and the Certificate Registrar an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act and state securities laws,
which Opinion of Counsel shall not be an expense of the Trust or the Owner Trustee; provided that
such Opinion of Counsel in respect of the applicable state securities laws may be a memorandum of
law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The
Depositor shall provide to any Owner of a Certificate and any prospective transferee designated by
any such Owner, information regarding the Certificates and the Receivables and such other
information as shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities
Act pursuant to the registration exemption provided by Rule 144A. The Owner of a Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trust, the Owner
Trustee, and the Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with federal and state securities laws. The Owner Trustee or the
Certificate Registrar shall cause each Certificate to contain a legend in the form set forth on the
form of Certificate attached hereto as Exhibit A.



     (c) Upon surrender for registration of transfer of any Certificate at the office or agency
maintained pursuant to Section 3.08 and subject to the satisfaction of the preceding paragraph, the
Owner Trustee shall execute, authenticate and deliver (or shall cause the Indenture Trustee as the
Trust’s authenticating agent to authenticate and deliver), in the name of
the designated transferee or transferees, one or more new Certificates of like tenor and in
authorized denominations of a like aggregate Percentage Interest dated the date of authentication
by the Owner Trustee or any authenticating agent; provided that prior to such execution,
authentication and delivery, the Owner Trustee and the Certificate Registrar shall have received an
Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be
characterized as an association (or a publicly traded partnership) taxable as a corporation or
alter the tax characterization of the Senior Notes for federal income tax purposes or Michigan
income and single business tax purposes. At the option of an Owner, Certificates may be exchanged
for other Certificates of like tenor and of authorized denominations of a like aggregate Percentage
Interest upon surrender of the Certificates to be exchanged at the office or agency maintained
pursuant to Section 3.08.



     (d) Every Certificate presented or surrendered for registration of transfer or exchange shall
be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the Owner or such Owner’s attorney duly authorized in
writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled
and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with
its customary practice.



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     (e) No service charge shall be made for any registration of transfer or exchange of
Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.



     (f) The preceding provisions of this Section notwithstanding, the Owner Trustee shall not
make, and the Certificate Registrar shall not register transfers or exchanges of, Certificates for
a period of 15 days preceding the due date for any payment with respect to the Certificates.



     (g) Notwithstanding anything herein to the contrary but subject to Section 3.04(h) below, no
Certificate shall be transferred without a simultaneous transfer of an identical Percentage
Interest of the Class B Notes to the same transferee. Any purported transfer of a Certificate
without such simultaneous transfer of Class B Notes shall, to the fullest extent permitted by law,
be null and void ab initio. The Notes Registrar and the Certificate Registrar shall maintain
records with respect to ownership and transfers of the Class B Notes identical in all respect to
the records maintained with respect to the Certificates. At any time Class B Notes are transferred
simultaneously with the Certificate to the Depositor pursuant to this Section 3.04(g), the transfer
shall be subject to Section 6.06 of the Sale and Servicing Agreement.



     (h) The preceding Section 3.04(g) shall not apply if the Owner of a Certificate shall have (at
its sole expense) supplied the Owner Trustee and the Certificate Registrar with an opinion of
nationally recognized tax counsel to the effect that a transfer of a Certificate that is not in
accordance with the preceding Section 3.04(g) would not cause the Trust to be treated as a
corporation or an association taxable as a corporation for U.S. federal income tax purposes.



     [(i) For so long as any Class [A-1] Notes or Class [A-2] Notes are Outstanding and are held by
persons who are not Affiliates of the Depositor, any sale, transfer or assignment of Class B Notes
(including upon initial issuance) shall be subject to the prior delivery to the Indenture Trustee
of appropriate tax documentation demonstrating an exemption from United
States federal income tax withholding, and the Indenture Trustee shall not register any such
sale, transfer or assignment except upon receipt of such documentation; provided, however, that the
foregoing requirement shall not be considered satisfied to the extent such documentation consists
(in whole or in part) of Internal Revenue Service Form W-8BEN, unless such form claims a complete
exemption from United States federal income tax withholding on the basis of an applicable tax
treaty (and, for the avoidance of doubt, does not claim such exemption on the basis of the
portfolio interest exemption).]



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     SECTION 3.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or
indemnity as may be required by them to save each of them harmless, then in the absence of notice
that such Certificate has been acquired by a protected purchaser, the Owner Trustee on behalf of
the Trust shall execute and the Owner Trustee or Indenture Trustee, as the Owner Trustee’s
authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination.
In connection with the issuance of any new Certificate under this Section, the Owner Trustee or
the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any
time.



     SECTION 3.06. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in
whose name any Certificate is registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other
purposes whatsoever, and none of the Owner Trustee or the Certificate Registrar shall be bound by
any notice to the contrary.



     SECTION 3.07. Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor,
within 15 days after receipt by the Certificate Registrar of a written request therefor from the
Servicer or the Depositor, a list, in such form as the Servicer or the Depositor may reasonably
require, of the names and addresses of the Certificateholders as of the most recent Record Date.
If a Certificateholder applies in writing to the Certificate Registrar, and such application states
that the applicant desires to communicate with other Certificateholders with respect to their
rights under this Agreement or under the Certificates, then the Certificate Registrar shall, within
five Business Days after the receipt of such application, afford such applicant access during
normal business hours to the current list of Certificateholders. Each Owner, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the
Company, the Owner Trustee or the Certificate Registrar accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was derived.



     SECTION 3.08. Maintenance of Office or Agency. The Owner Trustee shall maintain in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The Trust initially designates the Certificate
Registrar, as its office for such purposes. The Trust shall give prompt written notice to the
Company and to the Certificateholders of any change in the location of the Certificate Register or
any such office or agency.



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     SECTION 3.09. Definitive Certificates. The Certificates, upon original issuance, will
be issued in definitive, fully registered form.



ARTICLE IV




Actions by Owner Trustee




     SECTION 4.01. Prior Notice to Owners with Respect to Certain Matters. With respect to
the following matters, the Owner Trustee shall not take action unless at least 30 days before the
taking of such action, the Owner Trustee shall have notified the Owners in writing of the proposed
action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Owners have withheld consent or provided alternative
direction:



     (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in
connection with the collection of the Receivables) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the aforementioned claims or
lawsuits for collection of the Receivables);



     (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such
amendment is required to be filed under the Statutory Trust Statute);



     (c) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is required;



     (d) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is not required and such amendment materially adversely affects the
interests of the Owners;



     (e) the amendment, change or modification of the Administration Agreement, except to cure any
ambiguity or to amend or supplement any provision in a manner or add any provision that would not
materially adversely affect the interests of the Owners; or



     (f) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture
Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the
assignment by the Note Registrar or Indenture Trustee or Certificate Registrar of its obligations
under the Indenture or this Agreement, as applicable.



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     SECTION 4.02. Action by Owners with Respect to Certain Matters. The Owner Trustee
shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator
under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor
Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under
the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly
provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The
Owner Trustee shall take the actions referred to in the preceding sentence only upon written
instructions signed by the Owners.



     SECTION 4.03. Action by Owners with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without
the unanimous prior approval of all Owners and the delivery to the Owner Trustee by each such Owner
of a certificate certifying that such Owner reasonably believes that the Trust is insolvent and, to
the extent permitted by applicable laws, the prior written consent of the Indenture Trustee (acting
at the direction of the Holders of each outstanding Note).



     SECTION 4.04. Restrictions on Owners’ Power. The Owners shall not direct the Owner
Trustee to take or to refrain from taking any action if such action or inaction would be contrary
to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow
any such direction, if given.



     SECTION 4.05. Majority Control. Except as expressly provided herein, any action that
may be taken by the Owners of the Certificates may be taken by Owners of Certificates evidencing
not less than a majority of the Percentage Interests evidenced by the Certificates. Except as
expressly provided herein, any written notice of the Owners delivered pursuant to this Agreement
shall be effective if signed by the Owners of the Certificates evidencing not less than a majority
of the Percentage Interests evidenced by the Certificates at the time of the delivery of such
notice.



ARTICLE V




Application of Trust Funds; Certain Duties




     SECTION 5.01. Establishment of Deposit Account. The Deposit Account shall be
established and maintained pursuant to Section 5.01 of the Sale and Servicing Agreement. The
Deposit Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of Noteholders in accordance with the Sale and Servicing Agreement.



     SECTION 5.02. Application of Trust Funds. On each Payment Date, the Servicer is
obligated to instruct the Indenture Trustee to make distributions and allocations in accordance
with Section 5.05(a) of the Sale and Servicing Agreement.



     SECTION 5.03. Accounting and Reports to Owners, Internal Revenue Service and Others.
The Owner Trustee shall deliver to each Owner and Holder of the Class B Notes such information,
reports or statements as may be required by the Code and applicable Treasury Regulations and as may
be required to enable each Owner and Holder of the Class B Notes to prepare its federal and state
income tax returns. Consistent with the Trust’s characterization for tax purposes as a security
arrangement for the issuance of non-recourse debt, no federal income



12









 







tax return shall be filed on
behalf of the Trust unless either (i) the Owner Trustee and the Company shall receive an Opinion of
Counsel (which shall not be at the expense of the Owner Trustee) that, based on a change in
applicable law occurring after the date hereof, or as a result of a transfer of the Certificates in
accordance with by Section 3.04 of this Agreement and Sections 2.04 and 2.05 of the Indenture, the
Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is
required to file such a return. In the event that the Trust is required to file tax returns, the
Owner Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by
the Trust and shall remit such returns to the Company (or if the Company no longer owns any
Certificates, the Owner designated for such purpose by the Company to the Owner Trustee in writing)
at least five (5) days before such returns are due to be filed. The Company (or such designee
Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to
the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax
authorities. In no event shall the Owner Trustee or the Company (or such designee Owner, as
applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders
arising out of the application of any tax law, including federal, state, foreign or local income or
excise taxes or any other tax imposed on or measured by income (or any interest, penalty or
addition with respect thereto or arising from a failure to comply therewith) except for any such
liability, cost or expense attributable to any act or omission by the Owner Trustee or the Company
(or such designee Owner, as applicable), as the case may be, in breach of its obligations under
this Agreement.



ARTICLE VI




Authority and Duties of Owner Trustee




     SECTION 6.01. General Authority. The Owner Trustee is authorized and directed to
execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or
other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust
is to be a party and any amendment or other agreement or instrument, in each case, in such form as
the Company shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof. In
addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all
actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends with respect to
the Basic Documents.



     SECTION 6.02. General Duties. It shall be the duty of the Owner Trustee to discharge
(or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and
the Basic Documents to which
the Trust is a party and to administer the Trust in the interest of the Owners, subject to the
Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder
or under any Basic Document, and the Owner Trustee shall not be held liable for the default or
failure of the Administrator to carry out its obligations under the Administration Agreement.



     SECTION 6.03. Action upon Instruction. (a) Subject to Article IV and in accordance
with the terms of the Basic Documents, the Owners may by written instruction direct



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the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written
instruction of the Owners pursuant to Article IV.



     (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic
Document if the Owner Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.



     (c) Whenever the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or under any Basic Document, the Owner Trustee
shall promptly give notice (in such form as shall be appropriate under the circumstances) to the
Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner
Trustee acts in good faith in accordance with any written instruction of the Owners received, the
Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee
shall not have received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best
interests of the Owners, and shall have no liability to any Person for such action or inaction.



     (d) In the event that the Owner Trustee is unsure as to the application of any provision of
this Agreement or any Basic Document or any such provision is ambiguous as to its application, or
is, or appears to be, in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a particular set of
facts, the Owner Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Owners requesting instruction and, to the extent that the Owner Trustee acts
or refrains from acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner
Trustee shall not have received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from taking such action
not inconsistent with this Agreement or the Basic Documents, as it shall deem
to be in the best interests of the Owners, and shall have no liability to any Person for such
action or inaction.



14









 





     SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions. The
Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.03. The Owner Trustee shall not have any implied duties (including fiduciary duties) or
liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties
are hereby eliminated, and no implied duties or obligations shall be read into this Agreement or
any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or to record this
Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any liens on any part
of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that
are not related to the ownership or the administration of the Owner Trust Estate.



     SECTION 6.05. No Action Except Under Specified Documents or Instructions. The Owner
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the
Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred
upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents and
(iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to
Section 6.03.



     SECTION 6.06. Restrictions. The Owner Trustee shall not take any action (a) that is
inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual
knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for
federal income tax purposes. Prior to the payment in full of the Senior Notes, the Owners shall
not direct the Owner Trustee to take action, and shall not otherwise take any action, that would
violate the provisions of this Section.



ARTICLE VII




Concerning Owner Trustee




     SECTION 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts
hereby created and agrees to perform its duties hereunder with respect to such trusts, but only
upon the terms of this Agreement. The Owner
Trustee shall not be answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner
Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in
the preceding sentence):



     (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by the
Owner Trustee;



15









 





     (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in accordance with the instructions of the Administrator or any Owner;



     (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to
expend or risk funds or otherwise incur any financial liability in the performance of any of its
rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;



     (d) Under no circumstances shall the Owner Trustee be liable for any representation, warranty,
covenant or obligation of the Trust or for any indebtedness evidenced by or arising under any of
the Basic Documents, including the principal of and interest or any other amounts on the Notes;



     (e) The Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor, or for the form,
character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or
in respect of the validity or sufficiency of the Basic Documents, other than the certificate of
authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided
for herein or expressly agreed to in the Basic Documents;



     (f) The Owner Trustee shall not be liable for the default or misconduct of the Administrator,
the Certificate Registrar, CFSA, as Seller or Depositor, the Indenture Trustee, the Servicer or the
Backup Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no
obligation or liability to perform the obligations of the Trust under this Agreement or the Basic
Documents that are required to be performed by the Administrator under the Administration
Agreement, the Indenture Trustee under the Indenture or the Servicer, Backup Servicer or CFSA, as
Depositor or as Seller, under the Sale and Servicing Agreement; and



     (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request,
order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a
duty, and the Owner Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act.



     (h) The Owner Trustee shall not be personally liable for (x) special, consequential or
punitive damages, however styled, including, without limitation, lost profits, (y) the acts or
omissions of any nominee, correspondent, clearing agency, securities depository through which it
may hold the Trust’s securities or assets or (z) any losses due to forces beyond the control of the
Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or
malfunctions of utilities or communications.



16









 





     SECTION 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the Owners,
promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.



     SECTION 7.03. Representations and Warranties. The Owner Trustee hereby represents and
warrants to the Depositor, for the benefit of the Owners, that:



     (a) It is a Delaware banking corporation duly organized and validly existing in good standing
under the laws of the State of Delaware. It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement.



     (b) It has taken all corporate action necessary to authorize the execution and delivery by it
of this Agreement, and this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf.



     (c) Neither the execution or the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions
hereof will contravene any federal or Delaware law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement
or instrument to which it is a party or by which any of its properties may be bound.



     SECTION 7.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the method of determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer or other authorized
officers of the relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.



     (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act
directly or through its agents or attorneys pursuant to agreements entered into with any of them,
and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys
if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and
(ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable
care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice of any such counsel,
accountants or other such Persons and not contrary to this Agreement or any Basic Document.



17









 





     SECTION 7.05. Not Acting in Individual Capacity. Except as provided in this Article
VII, in accepting the trusts hereby created, [                       ] acts solely as Owner Trustee
hereunder and not in its individual capacity, and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.



     SECTION 7.06. Owner Trustee Not Liable for Certificates or Receivables. The recitals
contained herein and in the Certificates (other than the signature and countersignature of the
Owner Trustee on the Certificates) shall be taken as the statements of the Depositor and the
Company, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic
Document or of the Certificates (other than the signature and countersignature of the Owner Trustee
on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee
shall at no time have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to the Noteholders under the Indenture, including, without
limitation: the existence, condition and ownership of any Financed Vehicle; the existence and
enforceability of any insurance thereon; the existence and contents of any Receivable on any
computer or other record thereof; the validity of the assignment of any Receivable to the Trust or
of any intervening assignment; the completeness of any Receivable; the performance or enforcement
of any Receivable; the compliance by the Depositor, the Company, the Servicer or the Backup
Servicer with any warranty or representation made under any Basic Document or in any related
document or the accuracy of any such warranty or representation, or any action of the
Administrator, the Indenture Trustee, the Servicer, the Backup Servicer or any subservicer taken in
the name of the Owner Trustee.



     SECTION 7.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates or Notes and may
deal with the Depositor, the Company, the Administrator, the Indenture Trustee, the Servicer and
the Backup Servicer in banking transactions with the same rights as it would have if it were not
Owner Trustee.



     SECTION 7.08. Sales Finance Licenses. The Depositor, on behalf of the Trust, shall
use its best efforts to maintain the effectiveness of all licenses required under the Pennsylvania
Motor Vehicle Sales Finance Act and the Annotated Code of Maryland Financial Institutions § 11-403
in connection with this Agreement and the Basic Documents and the transactions contemplated hereby
and thereby until such time as the Trust shall terminate in accordance with the terms hereof.



ARTICLE VIII




Compensation of Owner Trustee




     SECTION 8.01. Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed upon before the
date hereof between the Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to
be reimbursed by the Depositor for its other reasonable expenses hereunder,



18









 







including the
reasonable compensation, expenses and disbursements of such agents, representatives, experts and
counsel as the Owner Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.



     SECTION 8.02. Indemnification. The Depositor shall be liable as primary obligor for,
and shall indemnify the Owner Trustee and its successors, assigns, agents and servants
(collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against
the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement,
the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the
action or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be
liable for or required to indemnify an Indemnified Party from and against Expenses arising or
resulting from any of the matters described in the second sentence of Section 7.01. The Owner
Trustee shall promptly notify the Depositor of any claim for which it may seek indemnity. Failure
by the Owner Trustee to so notify the Depositor shall not relieve the Depositor of its obligations
hereunder, provided that the Depositor has not been materially prejudiced by such failure to so
notify and notice is given within 180 days of a Responsible Officer of the Owner Trustee having
actual knowledge of such claim. The Depositor shall promptly pay the fees and expenses of counsel
to the Indemnified Parties or, if Depositor so elects, the Depositor or the Administrator may
participate in and assume the defense and settlement of any such claim at its expense, and no
settlement of such claim may be made without the approval of the Depositor or the Administrator, as
applicable, and the applicable Indemnified Party, which approvals will not be unreasonably
withheld, delayed or conditioned. After notice from the Depositor or the Administrator, as
applicable, to the Indemnified Party of the intention of the Depositor or the Administrator, as
applicable, to assume the defense of such claim with counsel reasonably satisfactory to the
Indemnified Party, and so long as the Depositor or the Administrator, as applicable, so assumes the
defense of such claim in a manner reasonably satisfactory to the Indemnified Party, neither the
Depositor nor the Administrator will be liable for any legal expenses of counsel to the Indemnified
Party unless there is a conflict between the interests of the Depositor or the Administrator, as
applicable, on one hand, and an Indemnified Party, on the other hand, in which case the Depositor
or the Administrator, will pay for the separate counsel to the Indemnified Party. The indemnities
contained in this Section shall survive the resignation or removal of the Owner Trustee or the
termination of this Agreement. In any event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be
subject to the approval of the Depositor, which approval shall not be unreasonably withheld.



     SECTION 8.03. Payments to Owner Trustee. Any amounts paid to the Owner Trustee
pursuant to this Article VIII shall be deemed not to be a part of the Owner Trust Estate
immediately after such payment.



ARTICLE IX




Termination of Trust Agreement




     SECTION 9.01. Termination of Trust Agreement. (a) The Trust shall dissolve upon the
final distribution of all moneys or other property or proceeds of the Owner Trust Estate in



19









 







accordance with the terms of the Indenture and the Sale and Servicing Agreement. The bankruptcy,
liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to dissolve or
terminate this Agreement or the Trust or (y) entitle such Owner’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a partition or winding up
of all or any part of the Trust or Owner Trust Estate or (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.



     (b) Except as provided in Section 9.01(a), neither the Depositor nor any Owner shall be
entitled to revoke, dissolve or terminate the Trust.



     (c) Notice of any dissolution of the Trust, specifying the date upon which Certificateholders
shall surrender their Certificates to the Certificate Registrar for cancellation shall be given by
the Certificate Registrar by letter to Certificateholders mailed within five Business Days of
receipt of a termination notice of such termination from the Servicer given pursuant to Section
8.03 of the Sale and Servicing Agreement. The Certificate Registrar shall give such notice to the
Owner Trustee at the time such notice is given to Certificateholders.



     In the event that all of the Certificateholders shall not surrender their Certificates for
cancellation within six months after the date specified in the above mentioned written notice, the
Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets that shall remain subject to this Agreement.



     (d) Upon the winding up of the Trust by the Depositor in accordance with Section 3808 of the
Statutory Trust Statute, the Owner Trustee, at the direction and expense of the Depositor, shall
cause the Certificate of Trust to be cancelled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of Section 3810 of
the Statutory Trust Statute and the Trust and this Agreement (other than Article VIII) shall
terminate and be of no further force or effect.



ARTICLE X




Successor Owner Trustees and Additional Owner Trustees




     SECTION 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at
all times be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust
Statute; authorized to exercise corporate trust powers; having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) time deposits that are rated at least “F1” by Fitch and “A-1”
by Standard & Poor’s or otherwise be acceptable to the Rating Agencies. If such corporation shall
publish reports of condition at least annually pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of this



20









 







Section, the Owner
Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.



     SECTION 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving written notice thereof to
the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If
no successor Owner Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner Trustee.



     If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or
if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee
by written instrument, in duplicate, one copy of which instrument shall be delivered to the
outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all
fees owed to the outgoing Owner Trustee.



     Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 10.03 and
payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall
provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.



     SECTION 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its
predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and
such successor Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor under this Agreement,
with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Administrator and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.



     No successor Owner Trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.



21









 





     Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the
Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the
Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10
days after acceptance of such appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the Administrator.



     SECTION 10.04. Merger or Consolidation of Owner Trustee. Any Person into which the
Owner Trustee may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any Person succeeding to all or substantially all of the corporate trust business of the Owner
Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section 10.01
and, provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to
the Rating Agencies; provided, however, that in no event shall any such Person become the successor
Owner Trustee hereunder until the Trust shall have received all such licenses, consents or
approvals (or amendments or endorsements thereto) relating to the change in Owner Trustee that are
required under the Pennsylvania Motor Vehicle Sales Finance Act and the Annotated Code of Maryland
Financial Institutions § 11-403 in connection with the operation of the Trust.



     SECTION 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Owner Trust Estate
or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust
Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof
and, subject to the other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the receipt by it of a
request so to do, the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment
of any co-trustee or separate trustee shall be required pursuant to Section 10.03.



     Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:



     (a) All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee
shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed, the
Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and



22









 







performed singly by such
separate trustee or co-trustee, but solely at the direction of the Owner Trustee;



     (b) No trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and



     (c) The Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Owner Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given
to the Administrator.



     Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee
or separate trustee.



ARTICLE XI




Miscellaneous




     SECTION 11.01. Supplements and Amendments. This Agreement may be amended by the
Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the
consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder or Certificateholder.



     This Agreement may also be amended from time to time by the Depositor and the Owner Trustee,
with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in
the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes,
the consent of the Owners of Certificates evidencing not less than a majority of the Percentage
Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or



23









 







accelerate or delay the timing of,
collections of payments on the Receivables or distributions that shall be required to be made for
the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of
the Notes or of the Percentage Interests evidenced by the Certificates required to consent to any
such amendment, without the consent of the Holders of all the outstanding Notes and the Owners of
the Certificates.



     Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder, the
Indenture Trustee and each of the Rating Agencies.



     It shall not be necessary for the consent of Certificateholders or Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of obtaining such
consents (and any other consents of Certificateholders provided for in this Agreement or in any
other Basic Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.



     Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee
shall cause the filing of such amendment with the Secretary of State.



     Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the
Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee
may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s
own rights, duties or immunities under this Agreement or otherwise.



     In connection with the execution of any amendment to this Agreement or any amendment of any
other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and
conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or
permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the
execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been
satisfied.



     Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the
request of any Certificateholder to permit the transfer of the Certificates other than in
accordance with Section 3.04(g) but otherwise in full compliance with the other transfer
restrictions specified herein or on the Certificates, which amendment may include the addition or
deletion of any provisions appropriate thereto; provided that the requesting Certificateholder
shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an
opinion of nationally recognized counsel to the effect that the execution of such amendment will
not result in the recognition by any Holder of a Senior Note of a “taxable event” within the
meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a
Senior Note.



     SECTION 11.02. No Legal Title to Owner Trust Estate in Owners. The Owners shall not
have legal title to any part of the Owner Trust Estate. The Owners shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in accordance with
Articles V and IX. No transfer, by operation of law or otherwise, of any right,



24









 







title or interest
of the Owners to and in their ownership interest in the Trust shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to
it of legal title to any part of the Owner Trust Estate.



     SECTION 11.03. Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Depositor, the Owners, the Administrator and, to
the extent expressly provided herein, the Indenture Trustee, the Certificate Registrar and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give
to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or
under or in respect of this Agreement or any covenants, conditions or provisions contained herein.



     SECTION 11.04. Notices. (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended
recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except
that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner
Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor,
addressed to Chrysler Financial Services Americas LLC, 27777 Inkster Road, Farmington Hills,
Michigan 48334, Attention, Securitization Operations-CFAST, with a copy to Chrysler Financial
Services Americas LLC, 27777 Inkster Road, Farmington Hills, Michigan 48334, Attention of Assistant
General Counsel — Securitization; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.



     (b) Any notice required or permitted to be given to a Certificateholder shall be given by
first-class mail, postage prepaid, at the address of such Owner as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.



     SECTION 11.05. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     SECTION 11.06. Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.



     SECTION 11.07. Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the Depositor and its permitted assignees, the
Owner Trustee and its successors and each Owner and its successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other instrument or action by
an Owner shall bind the successors and assigns of such Owner.



     SECTION 11.08. No Petition. To the fullest extent permitted by applicable law, the
Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Certificate,
and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby
covenant and agree that they will not at any time institute against the



25









 







Company or the Trust, or
join in any institution against the Company or the Trust of, any bankruptcy proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.



     SECTION 11.09. No Recourse. Each Certificateholder by accepting a Certificate
acknowledges that such Certificateholder’s Certificates represent beneficial interests in the Trust
only and do not represent interests in or obligations of the Depositor, the Servicer, the Backup
Servicer, the Company, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets, except as may be expressly
set forth or contemplated in this Agreement, the Certificates or the Basic Documents.



     SECTION 11.10. Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



     SECTION 11.12. Certificate Transfer Restrictions. The Certificate may not be acquired
by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the
Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s
investment in the entity (each, a “Benefit Plan”). By accepting and holding a Certificate, the
Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.



     SECTION 11.13. Depositor Payment Obligation. The Depositor shall be responsible for
payment of the Administrator’s fees under the Administration Agreement and shall reimburse the
Administrator for all expenses and liabilities of the Administrator incurred thereunder. In
addition, the Depositor shall be responsible for the payment of all fees and expenses of the Trust,
the Owner Trustee and the Indenture Trustee paid by any of them in connection with any of their
obligations under the Basic Documents to obtain or maintain, on behalf of the Trust, any required
licenses under the Pennsylvania Motor Vehicle Sales Finance Act and the Annotated Code of Maryland
Financial Institutions § 11-403.



26









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as of the day and year
first above written.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[OWNER TRUSTEE],

as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



27









 






	 	 	 	 	 




     Acknowledged and accepted:



	 	 	 	 	 
	 	[                                                            ],

as Authenticating Agent and Certificate Registrar

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




28











 





EXHIBIT A




Form of Certificate



THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION
3.04 OF THE TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT
IS AVAILABLE FROM THE OWNER TRUSTEE OR UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN
INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.




			
	 	 	 
	No. R-1
	 	Percentage
Interest: ________%






CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20____-____




CERTIFICATE



evidencing a fractional undivided interest in the Trust, as defined below, the property of which
includes a pool of retail installment sale contracts (as defined herein) secured by new and used
automobiles and light duty trucks.



(This Certificate does not represent an interest in or obligation of Chrysler Financial Services
Americas LLC or any of its affiliates, except to the extent described below.)




     THIS CERTIFIES THAT
                                                            
is the registered owner of a
                                                            
 PERCENT nonassessable, fully-paid, undivided percentage interest in Chrysler
Financial Auto Securitization Trust 20___-___ (the “Trust”), formed by Chrysler Financial Services
Americas LLC, a Michigan limited liability company (the “Depositor”), and [                              ], as
Owner Trustee.



A-1









 





     The Trust was created pursuant to a Trust Agreement dated as of                     , 20___, as amended
and restated by the Amended and Restated Trust Agreement dated as of
                    , 20___ (as so amended
and restated and further amended or supplemented from time to time, the “Trust Agreement”), between
the Depositor and [                    ], as owner trustee (the “Owner Trustee”), a summary of certain
of the pertinent provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement
or the Sale and Servicing Agreement dated as of
                    , 20___ (as amended and supplemented
from time to time, the “Sale and Servicing Agreement”), between the Trust, the Depositor, as seller
and as servicer (in such capacity, the “Servicer”), and [                                        ], as backup
servicer (the “Backup Servicer”), as applicable.



     This Certificate is one of the duly authorized class of certificates (herein called the
“Certificates”). Also issued under an Indenture dated as of
                    , 20___ (the “Indenture”),
between the Trust and [                                        ], as indenture trustee, are the classes of Notes
designated as “Class [A-1] [                    ]% Asset Backed Notes[,]” [and] “Class [A-2] [                    ]% Asset
Backed Notes"[ and “Class B Asset Backed Notes"] (collectively, the “Notes”). This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Owner of this Certificate by virtue of its acceptance hereof assents and
by which such Owner is bound. The property of the Trust consists of a pool of retail installment
sale contracts for new and used automobiles and light duty trucks (collectively, the
“Receivables”), all monies received after                     , 20___, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain
insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing
Agreement and all proceeds of the foregoing.



     It is the intent of the Depositor, Chrysler Residual Holdco LLC (the “Company”), the Servicer,
the Backup Servicer and the Certificateholder that, for purposes of federal income, state and local
income and single business tax and any other income taxes, the Trust will be treated as a security
arrangement for the issuance of debt by the Company. The Company, by acceptance of the
Certificates, agrees to treat, and to take no action inconsistent with the above treatment for so
long as the Company is the sole Owner.



     Solely in the event the Certificates are held by more than a single Owner, it is the intent of
the Depositor, the Company, the Servicer, the Backup Servicer and the Certificateholders that, for
purposes of federal income, state and local income and single business tax and any other income
taxes, the Trust will be treated as a partnership and the Certificateholders (including the
Company) will be treated as partners in the partnership. The Company and the other
Certificateholders, by acceptance of a Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as partnership interests
in the Trust.



     Each Certificateholder, by its acceptance of a Certificate covenants and agrees that such
Certificateholder will not at any time institute against the Company, or join in any institution
against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar



A-2









 







law in connection with any obligations relating to the Certificates, the Notes, the Trust
Agreement or any of the Basic Documents.



     Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



     Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Owner
hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.



     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



A-3









 





     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Certificate to be duly executed.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20___-___

 	 
	 	by:  	[OWNER TRUSTEE], not in its individual
 	 
	 	 	capacity but solely as Owner Trustee 	 



	 	 	 	 	 
	 	 	 
	Dated:
                          
                             	by:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is the Certificate referred to in the within-mentioned Trust Agreement.




	 	 	 	 	 	 	 	 	 	 	 
	[OWNER TRUSTEE], as Owner Trustee	 	 	 	by:	 	[_____________________________________],	 	 
	 

	 	 	 	Or 	 	 	 	as Authenticating Agent
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	by:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	 	 	by:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	by:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






A-4









 






[REVERSE OF CERTIFICATE]




     The Certificates do not represent an obligation of, or an interest in, the Depositor, the
Servicer, the Backup Servicer, the Company, the Owner Trustee or any affiliates of any of them and
no recourse may be had against such parties or their assets, except as expressly set forth or
contemplated herein or in the Trust Agreement or the Basic Documents. A copy of each of the Sale
and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon
written request during normal business hours at the principal office of the Depositor and at such
other places, if any, designated by the Depositor.



     The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor and the Company and the rights
of the Certificateholders under the Trust Agreement at any time by the Depositor, the Company and
the Owner Trustee with the consent of the holders of the Certificates and the Notes evidencing not
less than a majority of the Percentage Interests evidenced by the outstanding Certificates or a
majority of the Outstanding Amount of the Notes. Any such consent by the Owner of this Certificate
shall be conclusive and binding on such Owner and on all future Owners of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain limited circumstances, without the consent of the Owners of any
of the Certificates.



     As provided in the Trust Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registerable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Trust in the Borough of Manhattan, The City of New York, accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Owner hereof or such Owner’s attorney duly authorized in writing, and thereupon one
or more new Certificates of authorized denominations evidencing the same aggregate interest in the
Trust will be issued to the designated transferee. The initial Certificate Registrar appointed
under the Trust Agreement is [                                        ].



     Except as provided in the Trust Agreement, the Certificates are issuable only as registered
Certificates. As provided in the Trust Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing
the same aggregate denomination, as requested by the Owner surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith.



     The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such
agent shall be affected by any notice to the contrary.



     The obligations and responsibilities created by the Trust Agreement and the Trust created
thereby shall terminate upon the disposition of all property held as part of the Owner Trust



A-5









 







Estate. The Servicer of the Receivables may at its option purchase the Owner Trust Estate at a
price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates; provided, however,
such right of purchase is exercisable only as of the last day of any Collection Period as of which
the Pool Balance is less than or equal to 10% of the Original Pool Balance.



     The Certificates may not be acquired by (a) an employee benefit plan (as defined in Section
3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in
Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by
reason of a plan’s investment in the entity or which uses plan assets to acquire the Certificates
(each, a “Benefit Plan”). By accepting and holding this Certificate, the Owner hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan.



A-6









 





ASSIGNMENT




     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




 




(Please print or type name and address, including postal zip code, of assignee)




the within Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints
                            ,
 attorney, to transfer said Certificate on the books
of the Certificate Registrar, with full power of substitution in the premises.



	 	 	 	 
	Dated:

	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	 





A-7









 






EXHIBIT B




CERTIFICATE OF TRUST

OF

CHRYSLER FINANCIAL AUTO SECURITIZATION TRUST 20____-____




     THIS
Certificate of Trust of Chrysler Financial Auto Securitization Trust 200___-___ (the
“Trust”), dated as of                     , 200___, is being duly executed and filed by [                    ], as
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801
et seq.) (the “Act”).



     1. Name. The name of the statutory trust formed hereby is CHRYSLER FINANCIAL AUTO
SECURITIZATION TRUST 20___-___



     2. Delaware Trustee. The name and business address of the trustee of the Trust in the State
of Delaware is [                    ], c/o [                    ], Attention: [                    ], [ADDRESS].



     3. Effective Date. This Certificate of Trust shall be effective upon its filing with the
Secretary of State of the State of Delaware.



     IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Trust in
accordance with Section 3811(a) of the Act.



	 	 	 	 	 
	 	[OWNER TRUSTEE],

not in its individual capacity but solely as trustee

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-1









 






	 	 	 	 	 



EXHIBIT C




FORM OF TRANSFEROR CERTIFICATE



[DATE]




[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]




          Re:     Chrysler
Financial Auto Securitization Trust
20    —  Certificates




Ladies and Gentlemen:




          In connection with our disposition of the above-referenced Certificates (the
“Certificates”) we certify that (a) we understand that the Certificates have not been
registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred
by us in a transaction that is exempt from the registration requirements of the Act and (b) we
have not offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with respect thereto,
in a manner that would be deemed, or taken any other action which would result in, a violation
of Section 5 of the Act.




	 	 	 	 	 
	 	Very truly yours,


[NAME OF TRANSFEROR]


 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



C-1









 






	 	 	 	 	 



EXHIBIT D




FORM OF INVESTMENT LETTER



[DATE]




[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]




          Re:     Chrysler
Financial Auto Securitization Trust
20    —   Certificate




Ladies and Gentlemen:




          In connection with our acquisition of the above-referenced Certificates (the “Certificates”)
we certify that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration requirements of the Act and
any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we are capable of
evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity
to ask questions of and receive answers from the seller concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are acquiring the Certificates for investment for our own account
and not with a view to any distribution of such Certificates (but without prejudice to our right at
all times to sell or otherwise dispose of the Certificates in accordance with clause (f) below),
(e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with respect thereto, or
taken any other action that would result in a violation of Section 5 of the Act or any state
securities laws and (f) we will not sell, transfer or otherwise dispose of any Certificates unless
(1) such sale, transfer or other disposition is made pursuant to an effective registration
statement under the Act and in compliance with any relevant state securities laws or is exempt from
such registration requirements and, if requested, we will at our expense provide an Opinion of
Counsel satisfactory to the addresses of this certificate that such sale, transfer or other
disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of
such Certificate has executed and delivered to you a certificate to substantially the same effect
as this certificate and (3) the purchaser or transferee has otherwise complied with any conditions
for transfer set forth in the Amended and Restated Trust Agreement dated as of                     , 20___,
between Chrysler Financial Services Americas LLC, as Depositor, Chrysler Financial Retail
Receivables LLC and [                                        ], as Owner Trustee.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF TRANSFEREE]


 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



D-1









 






	 	 	 	 	 



EXHIBIT E




FORM OF RULE 144A LETTER



[DATE]




[Seller]

[Seller Address]

[Owner Trustee]

[Owner Trustee Address]




          Re:     Chrysler
Financial Auto Securitization Trust
20    —   Certificates




Ladies and Gentlemen:




          In connection with our acquisition of the above-referenced Certificates (the “Certificates”)
we certify that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration requirements of the Act and
any such laws, (b) we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had
the opportunity to ask questions of and receive answers from the seller concerning the purchase of
the Certificates and all matters relating thereto or any additional information deemed necessary to
our decision to purchase the Certificates, (d) we have not, nor has anyone acting on our behalf,
offered, transferred, pledged, sold or otherwise disposed of the Certificates or any interest in
the Certificates, or solicited any offer to buy, transfer, pledge or otherwise dispose of the
Certificates or any interest in the Certificates from any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action that
would constitute a distribution of the Certificates under the Act or that would render the
disposition of the Certificates a violation of Section 5 of the Act or any state securities laws or
require registration pursuant thereto, and we will not act, or authorize any person to act, in such
manner with respect to the Certificates, (e) we are a “qualified institutional buyer” as that term
is defined in Rule 144A under the Act. We are aware that the sale to us is being made in reliance
on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule
144A and understand that such Certificates may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account
or for the account of a qualified institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A or (ii) pursuant to another exemption
from registration under the Act.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF TRANSFEREE]


 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




E-1